AMENDED AND RESTATED WARRANT TO PURCHASE STOCK

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOTE BE SOLD OR OTHERWISE DISTRIBUTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND LAWS.

Issuer:  GSV, Inc., a Delaware corporation

Number of Shares:  1,142,857 subject to adjustment as set forth below

Class of Stock:  Common Stock, $.001 par value per share

Exercise Price:  $.70, subject to adjustment as set forth below

Original Issue Date:  As of May 11, 2004

Re-Issue Date: As of May 10, 2009

Expiration Date: May 10, 2010

THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, this Warrant is issued to D. Emerald Investments Ltd., a corporation organized and existing under the laws of Israel (“Holder”) by GSV, Inc., a Delaware corporation (the “Company”).

Subject to the terms of the Purchase Agreement dated as of May 11, 2004, by and between the Company and the Holder (the "Purchase Agreement") and subject to the terms and conditions hereinafter set forth below, the Holder is entitled upon surrender of this Warrant and the duly executed Notice of Exercise form annexed hereto as Appendix 1 , at the office of the Company, 191 Post Road West, Westport, Connecticut 06880, or such other office as the Company shall notify the Holder of in writing (the “Principal Office”), to purchase from the Company One Million, One Hundred and Forty-Two Thousand and Eight Hundred and Fifty-Seven (1,142,857), duly authorized, validly issued, fully paid and non-assessable shares, free and clear of all liens, pledges, security interests, charges, and encumbrances (the “Shares”) of the Company’s common stock, $.001 par value per share (“Common Stock”).  The purchase price per Share shall be the Exercise Price, subject to adjustment as set forth in Article 2 below.  This Warrant may be exercised in whole or in part at any time and from time to time until 5:00 PM, Eastern time, on May 10, 2010 (the “Expiration Date”).  Until such time as this Warrant is exercised in full or expires, the Exercise Price and the number of Shares shall be subject to adjustment as hereinafter provided.

1.1      Method of Exercise .  Holder may exercise this Warrant, in whole or in part, by delivering a duly executed Notice of Exercise in substantially the form attached as Appendix 1 to the Principal Office of the Company.  Holder shall also deliver to the Company a certified check for the aggregate Exercise Price for the Shares being purchased.

1.2      Delivery of Certificate and New Warrant .  Promptly after Holder exercises this Warrant, the Company shall issue to the Holder the Shares to which the Holder shall be entitled thereby, duly authorized, validly issued, fully paid, non assessable and free and clear of all liens, pledges, security interests, charges and encumbrances and shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised and has not expired, a new Warrant representing the right to purchase the balance of the Shares not yet so acquired. Upon receipt by the Company of the Notice of Exercise and the aggregate Exercise Price, the Holder shall be deemed to be the holder of the Shares issuable upon such exercise, notwithstanding that the share transfer books of the Company shall then be closed and that certificates representing such shares shall not then be actually delivered to the Holder.

1.3      Replacement of Warrants .  On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor. The term “Warrant” as used herein shall include this Warrant and any warrants subsequently delivered in substitution or exchange therefore as provided herein.

1.4      Sale, Merger, or Consolidation of the Company .

1.4.1         “Acquisition” .  For the purpose of this Warrant, “Acquisition” means any sale, transfer, exclusive license, or other conveyance or disposition of all or substantially all of the assets or business of the Company, or any securities transaction, reorganization, consolidation or merger of the Company in which the holders of the Company’s outstanding voting equity securities immediately prior to the transaction beneficially own less than 50.1% of the outstanding voting equity securities of the surviving or successor entity immediately after the transaction.

1.4.2         Assumption of Warrant .  This Warrant shall automatically and immediately be binding upon any successor or surviving entity succeeding the Company as a result of an Acquisition (other than an Acquisition in which the consideration received by the Company or its stockholders, as the case may be, consists solely of cash).  Upon the closing of any such Acquisition, this Warrant shall be exercisable for the same securities and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing.  The Exercise Price shall be adjusted accordingly.

2.1      Stock Dividends, Splits, Etc .  If the outstanding shares of the Company's Common Stock at any time while this Warrant remains outstanding and unexpired shall be subdivided or split into a greater number of shares or a dividend in Common Stock shall be paid in respect of the outstanding Common Stock, the Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend shall, simultaneously with the effectiveness of such subdivision or split or immediately after the record date of such dividend (as the case may be), be proportionately decreased.  If the outstanding shares of Common Stock shall be combined or reverse-split into a smaller number of shares, the Exercise Price in effect immediately prior to such combination or reverse split shall, simultaneously with the effectiveness of such combination or reverse split, be proportionately increased.  When any adjustment is required to be made in the Exercise Price, the number of Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of Shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately after such adjustment.

2.2      Reclassification, Exchange or Substitution .  Upon any reclassification, recapitalization, exchange, substitution, reorganization or other event that results in a change of the number and/or class of the Common Stock, lawful provision shall be made so that Holder shall be entitled thereafter to receive, upon exercise of this Warrant, the number and kind of securities and property that Holder would have been entitled to receive if this Warrant had been exercised immediately before such reclassification, exchange, substitution, reorganization or other event.  In any such case, appropriate adjustment (as reasonably determined by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of Holder such that the provisions set forth in this Section 2 (including provisions with respect to the Exercise Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.  The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, reorganizations or other events.

2.3      Pric